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Bylaws of Troubled Times, Inc.
a Nonprofit Public Benefit Corporation
Article 3: Directors
The Board of Directors of Troubled Times, Inc. will meet once a month via private electronic conferencing tools such as Internet Relay Chat or NetMeeting, telephone conferencing via an 800 number, or any other means that becomes available and is affordable. Since Troubled Times, Inc. is an international organization, travel to be physically present at board meetings is not required and is deemed an unnecessarily burden. If the board meeting is conducted via Internet chat facilities, the electronic log will be incorporated into the minutes, as an attachment. If the board meeting is conducted via 800 telephone conferencing, an audio tape of the meeting will be retained by the Secretary.
The Secretary will summarize the meeting into minutes, but where the electronic log or an audio tape is available these minutes will be concise. A show of hands at the next meeting or electronic equivalent will suffice to approve the minutes as summarized. The minutes and any attendant electronic logs will be made available to the public on the Troubled Times, Inc. web sites in lieu of public attendance. All officers of Troubled Times, Inc. will be made available as contacts from this web site, via e-mail address, for questions and comments from the public.
Regular meetings of the Board of Directors shall be held monthly on a day and time convenient to all members. The President will set the date of the each monthly meeting, giving board members 30 days notice. Special meetings of the Board of Directors may be called by the Chairperson of the board, the President, the Vice President, the Treasurer, the Secretary, or by any two directors within three days notice. Where a Troubled Times, Inc. member or other interested individual needs to be at the meeting in order to make a presentation, this presentation should be put into an electronic form and provided to the Board members three days prior to the meeting.
Board meetings are to be conducted in a formal manner so that the minutes can be concise. Where possible, familiarity with the items on the agenda should be done prior to the meeting, and exploration or discussion of the issues done prior to the meeting. Board meetings will be limited to an hour or less unless the press of business requires longer sessions. The President compiles the agenda from issues raised by Troubled Times, Inc. members or other interested parties, and forwards the agenda with attendant documentation to the Board members three days prior to the meeting. Last minute items will not be placed on the agenda unless urgent.
The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
A quorum shall consist of 6 Directors or 50% of the active directors if there are vacant seats. No quorum shall go lower than 3 Directors, however. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by the required quorum as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
A quorum of the Board of Directors of Troubled Times, Inc. is present when 50% of the Board is present at a meeting. A quorum must be present for a Board meeting to proceed. Resolutions, however, require that fully 50% of the full board approve the resolution. If this level of support is not present at a given board meeting, the issue must be tabled and taken up at the next meeting until it is clear that 50% of the full board either will or will not approve the resolution. This rule, whereby a quorum of the full board must be present to pass a resolution, is in effect due to the convenience of Internet Relay Chat or NetMeeting or telephone conferencing, whereby board members are not required to travel to attend. A show of hands or the electronic equivalent suffices on a vote.
Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.
Vacancies on the Board of Directors shall exist on the death, resignation or removal of any director. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty of said directorship. Directors may be removed without cause by a majority of all members, Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General of the State of Delaware.
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing. To the extent that a such person has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be reimbursed for expenses actually and reasonably incurred by the person in connection with such proceeding. but only to the extent allowed by, and in accordance with the requirements of, the laws of the State of Delaware.